Kraken Enters into Letter of Intent to Acquire Subsea Services Company
ST. JOHN’S, Newfoundland, April 09, 2021 (GLOBE NEWSWIRE) — Kraken Robotics Inc. (TSX-V: PNG, OTCQB: KRKNF), Canada’s Ocean Company, is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) dated April 8, 2021 in connection with the proposed acquisition of PanGeo Subsea Inc. (“PanGeo”) from Cahill Innovation Inc, a member of the Cahill Group of Companies, and Argentum Asset Management AS. Moya Cahill, a director of Kraken, is a shareholder of Cahill Innovation Inc, and she resigned as a director of Kraken prior to the approval and execution of the LOI in order to ensure proper governance and review of the transaction by a fully arm’s length board.
PanGeo is a private Canadian services company specializing in high resolution 3D acoustic imaging solutions for the sub-seabed. This proposed acquisition would accelerate Kraken’s transformation to a Robotics/Data as a Service model by increasing recurring service revenue and providing increased exposure to the non-defense market, including the offshore renewable energy market. Following completion of the proposed acquisition, Kraken would offer a holistic solution of world-leading technologies and services in subsea acoustic and optical imaging: Kraken’s suite of ultra-high resolution seabed 3D acoustic imaging sensors, autonomous robotics, and optical laser scanning paired with PanGeo’s suite of leading-edge sub-seabed high resolution 3D acoustic imaging systems.
The proposed acquisition would create a Canadian-headquartered global leader in ocean technology in the areas of subsea and sub-seabed imaging. If completed, Kraken would benefit from a number of synergies and advantages including:
- PanGeo would provide a broader foundation for Kraken to build a significant recurring revenue stream from a provision of reduced carbon emissions survey services.
- The acquisition will result in a more balanced blend of revenue (both defense and commercial) and product mix (product sales and services).
- PanGeo has an attractive diversified customer base consisting of leading companies in offshore renewables and offshore energy. Most of PanGeo’s offshore survey revenue is generated in Europe, with new opportunities emerging in the U.S. and Asia.
- PanGeo’s geotechnical and geophysical expertise, operational excellence and service delivery capabilities for the marine survey market are complementary to Kraken’s newly emerging service business. Kraken’s service capabilities consist of ultra-high-definition subsea imaging technologies that have been proven and well received in the defense market but are just as applicable to the commercial subsea survey and inspection markets, albeit delivered as a service (rather than a product sale).
- PanGeo’s technology augments Kraken’s to provide a more complete range of subsea surveying services. PanGeo’s Synthetic Aperture Sonar 3D seabed penetrating technology, which allows customers to understand the characteristics of the sub-seabed, will pair well with Kraken’s high ultra-high-definition seabed imaging technologies. This is essential to understanding the sub-seabed characteristics for infrastructure builds as well as maintenance and repair (buried pipelines, buried cables, buried UXOs, offshore wind turbine and offshore oil platform construction).
- Kraken will be able to take advantage of synergies to advance the development of technology on both platforms more quickly and more efficiently. The combined platforms will have a strong R&D feedback loop as new technologies are deployed, tested, and iterated in Kraken’s services business.
- Kraken does not expect significant integration risk as PanGeo’s management team is also headquartered, and has significant operations, in Newfoundland and Nova Scotia.
Commenting on the LOI, Karl Kenny, Kraken President and CEO said, “Since plans for our OceanVision project started in 2018, we have been preparing our industry leading Synthetic Aperture Sonar and 3D underwater laser scanning technologies to be used in a Robotics/Data as a Service (RDaaS) business model as opposed to a product only strategy. While customers in the defense industry generally purchase this technology, in the commercial market customers are more focused on the provision of services by capable third-party companies. We believe that this potential acquisition would complement Kraken’s existing products and services with a stronger base of recurring revenues. As in the past, we expect PanGeo and Kraken will continue to work with many offshore service companies that prime these jobs and integrate specific scopes of work from various sub-contractors.”
Moya Cahill, PanGeo’s co-founder and CEO noted, “Notwithstanding that there is due diligence and negotiation for Kraken to complete this acquisition, this opportunity is very exciting for PanGeo as Kraken and PanGeo are world leaders in seabed and sub-seabed technology applications, respectively. Assuming closing of this transaction, I am confident that ocean industry customers will benefit from a broader suite of offerings from sensors, platforms, and service delivery solutions. PanGeo has a more than 10-year commercial track record of providing 3D acoustic imaging solutions to offshore renewable energy, offshore energy, and defense customers.”
Proposed Transaction Details
Although the LOI remains non-binding, it is anticipated that the purchase price will be between $18-$24 million, based on PanGeo’s performance over the 2-year period following the acquisition, to be paid by way of cash and stock over that period. Based on initial information provided by the target, the unaudited consolidated assets at December 31, 2020, of the business that Kraken is proposing to acquire were $11.7 million and net debt was $0.4 million. Unaudited trailing 12-month revenues for the period ended December 31, 2020, were $9.0 million and the corresponding EBITDA was a loss of $0.5 million. This was down from comparable 2019 revenues of $10.8 million and EBITDA of $2.3 million. The year-over-year decline was largely due to the impact of COVID on customer activity.
Completion of the acquisition is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, and satisfaction of certain other conditions to be negotiated therein. Given the materiality to Kraken, it is not anticipated that any Kraken shareholder approval would be required to complete the proposed acquisition. Pursuant to the LOI, the parties have agreed to a 60-day exclusivity period during which they will complete their due diligence and negotiate exclusively with each other with a view to settling the terms of the transaction and the form of definitive agreement. Further details will be provided upon successful completion of the due diligence period and the signing of a definitive agreement. The LOI may be terminated by either party if a definitive agreement is not entered into by May 31, 2021. In addition to other conditions, the proposed acquisition remains subject to the approval of the TSX Venture Exchange.
ABOUT KRAKEN ROBOTICS INC.
Kraken Robotics Inc. (TSX.V:PNG) (OTCQB: KRKNF) is a marine technology company dedicated to the production and sale of software-centric sensors, subsea batteries and thrusters, and underwater robotic systems. The company is headquartered in St. John’s, Newfoundland with offices in Dartmouth, Nova Scotia; Toronto, Ontario; Bremen & Rostock, Germany; Copenhagen, Denmark; and Boston, Massachusetts. Kraken is ranked as a Top 100 marine technology company by Marine Technology Reporter. For more information, please visit www.krakenrobotics.com, www.krakenrobotik.de, www.krakenpower.de. Find us on social media on LinkedIn (Kraken Robotics), Twitter (@krakenrobotics), Facebook (@krakenroboticsinc), YouTube (Kraken Robotics) and Instagram (@KrakenRobotics).
Certain information in this news release constitutes forward-looking statements. When used in this news release, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “seek”, “propose”, “estimate”, “expect”, and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. In particular, this news release contains forward-looking statements with respect to, among other things, business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such statements reflect the Company’s current views with respect to future events based on certain material factors and assumptions and are subject to certain risks and uncertainties, including without limitation, changes in market, competition, governmental or regulatory developments, general economic conditions and other factors set out in the Company’s public disclosure documents. Many factors could cause the Company’s actual results, performance or achievements to vary from those described in this news release, including without limitation those listed above. These factors should not be construed as exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may vary materially from those described in this news release and such forward-looking statements included in, or incorporated by reference in this news release, should not be unduly relied upon. Such statements speak only as of the date of this news release. The Company does not intend, and does not assume any obligation, to update these forward-looking statements. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
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For further information, please contact:
Joe MacKay, Chief Financial Officer
Greg Reid, Chief Operating Officer
Sean Peasgood, Investor Relations